O Brother, Where Art Thou? is a 2000 adventure film written, produced, edited, and directed by Joel and Ethan Coen, and starring George Clooney, John Turturro, and Tim Blake Nelson, with John Goodman, Holly Hunter, and Charles Durning in supporting roles. Set in 1937 rural Mississippi during the Great Depression, the film's story is a modern satire loosely based on Homer's epic poem, Odyssey. The title of the film is a reference to the 1941 film Sullivan's Travels, in which the protagonist (a director) wants to film a fictional book about the Great Depression called O Brother, Where Art Thou? Wikipedia
Penny Wharvey McGill: I've spoken my piece and counted to three. Ulysses Everett McGill: She counted to three. Goddamit! She counted to three. Sonofabitch!